Exhibit 10.85


 





Contract No. 840/08625142/25/158-15 


 


Date of signature: 2015/12/07


 


THE SELLER


The Open Joint Stock Company «Isotope»


(JSC «Isotope»)


 


Pogodinskaya str., 22, Moscow, 119435, Russia.


Phone: +7(499) 245-01-18, 245-13-81.


 


THE BUYER


The Company IsoRay Medical Inc.


350 Hills Street, Suite 106


Richland, WA 99354-5411 USA


 


THE CONSIGNEE


The Company IsoRay Medical Inc.


350 Hills Street, Suite 106


Richland, WA 99354-5411 US


Airport of destination: Seattle or Portland, USA


 


NOTIFICATION


FedEX Trade Networks 16353 NE Cameron Blvd


Portland, Oregon 97230 USA


Phone: +1503-255 1391 ext. 14


 


THE END USER


The Company IsoRay Medical Inc.


350 Hills Street, Suite 106


Richland, WA 99354-5411 USA


The isotope will not be re-exported by the End User and


will be used in the USA for the production of medical sources


 


THE MANUFACTURER


Joint Stock Company "Institute of Nuclear Materials"


(JSC "INM")


624250, Russia, Sverdlovsk Region,


Zarechniy, PO Box 29


Tel.: 7 (34377) 362 64


Fax: 7 (34377) 333 96


E-mail: shinning@inm-rosatom.ru


 






     


     


    

 


THE SHIPPER


Joint Stock Company «Institute of Nuclear Materials»


(JSC «INM»)


624250, Russia, Sverdlovsk Region,


Zarechniy, PO Box 29


Phone.: 7 (34377) 362 64


FAX: 7 (34377) 733 46


E-mail: shipping@inm-rosatom.ru


or


The Open Joint Stock Company «Isotope»,


(JSC «Isotope»)


 


Pogodinskaya str., 22, Moscow, 119435, Russia.


Phone: +7(499) 245-01-18, 245-13-81.


 


TERMS OF DELIVERY


CPT airport Seattle or Portland, USA


(Incoterms 2010)


 


THE BUYERS and
THE SELLERS have mutually agreed that under the present Contract during 2016 the Sellers will deliver to the Buyers
the following Goods:


 


	Denomination and Specifications of the Goods	Total activity

of the lot on

the

calibration

date, Ci	Quantity of

lots, pcs	Price,

USD per

one lot	Amount,

USD
	
        Dehydrated water soluble cesium-131 salt

         

         

         

        The technical characteristic of the doods incated in appendix
        3 to the present contrct

         
	[**]	[**]	[**]	[**]


 


The Goods are to be
shipped in non-returnable type A transport packing sets. The value of the packing sets is included into the Goods price.


 


Total activity of the
lot is established in accordance with the calibration date provided in the Buyers written order set to 12:00 p.m. (noon) Pacific
Standard Time.


 


The Amount of the
Contract: [**].


 


Special conditions:


 


The Buyer warrant to
the Seller that all data and records regarding the Buyer's entire ownership chain and leadership including beneficiaries including
ultimate beneficiaries submitted electronically from the Buyer's e-mail address to the Seller's e-mail address isotop@isotop.ru,
(further herein referred to as "Information") are full, accurate and true.


 


 


 






[**] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment
has been requested with respect to the omitted portions.






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In the event of change
in the Buyer's Information, the Buyer shall notify the Seller in writing within 5 (Five) days of such change which notice shall
be supported by copies of relevant records, either notarized or undersigned by the duly authorized signatory.


 


In accordance with
the applicable laws of the Russian Federation the Buyer hereby agrees and acknowledges consent of all concerned or affiliated persons
to present the Information, for the disclosed Information to be processed by the Seller, and for further disclosure of the Information
in whole or in part by the Seller to competent authorities including Federal Tax Service of Russia, Russian Ministry of Energy,
Federal Service for Fiscal Monitoring, and Russian Government, and further processing of disclosed Information by such authorities
(further herein referred to as Disclosure). The Buyer hereby discharges the Seller from all liability resulting from such Disclosure
and is liable to reimburse to the seller any damages, losses and expenses incurred due to raising any claims by any third party,
whose rights were or may be infringed by such Disclosure.


 


Rejection or failure
to disclose Information, including notice of change of Information together with supporting documents, in a timely and accurate
manner, in whole or in part, is considered a valid reason to terminate the Contract at the Seller's sole discretion and make claims
against the Buyer to reimburse damages resulting from such termination. The Contract shall be deemed terminated as of date of receipt
of written notice of the Seller by the Buyer unless a later date is specified in such notice.


 


While executing the
present Contract, the Parties are complying and shall comply with all the applicable laws and regulations, including any anti-bribery
and anti-corruption laws.


 


The Parties or any
of their officials, employees, shareholders, representatives, agents, or any persons acting on behalf or by request of any Party
under this Contract, shall not directly or indirectly, under commercial relationships with other businesses or public sector, offer,
give, execute, or agree to offer, give, execute (independently or by agreement with other persons) any payment, gift, or other
benefit with the purpose of executing any provisions of the present Contract, if such actions violate any anti-bribery or anti-corruption
laws or regulations applicable to the Parties.


 


End purpose usage:
for medical purpose.


 


The above number of
the Goods and total amount of the contract are to be considered as framework value only, whereas the actual number of the Goods
and total amount will be based on the Buyer’s written orders, confirmed by the Seller, by means of sending to the Buyer the
acceptance of the Buyer’s order.


 


The present contract
comes in force from the date of signing and will be valid till March 31, 2017.


 


All other terms and
conditions of the Contract are nominated in Appendixes 1, 2 and 3 and are the integral parts thereof.


 


The Contract and any
Appendixes and Addenda to it shall be considered legally binding if provided by facsimile transmission.


 






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	THE SELLERS:	THE BUYERS:
	/s/ Mr. Alexey Vakulenko	/s/ Dwight Babcock
	Deputy Director for Commerce	Dwight Babcock
	 	CEO IsoRay Medical
	 	 
	 	December 15, 2015




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APPENDIX 1


to Contract No. 840/08625142/25/158-15 


 


Date of signing: December 7, 2015.


 


TERMS OF PAYMENT


 


Payment is to be sent by the Buyers in
US dollars within 30 (thirty) calendar days from the date of delivery of the goods.


 


After the delivery the Seller sends to
the Buyer the following documents by Express mail:


 


		1.	Invoices (3 copies),



		2.	Transport Waybill (1 copy),



		3.	Quality Certificate (2 copies),



		4.	Shipping Specification (2 copies).



 


The payment is to be made by the Buyers
by bank wire transfer to the following Sellers’ account:


 


The Open Joint Stock Company «Isotope»


(JSC «Isotope»)


Acc. No. [**] in Gazprombank


(Open Joint-stock Company)


SWIFT: GAZPRUMM


 


The payment is to be received on the abovementioned
account of the Seller not later than in 50 (fifty) calendar days from the date of the delivery of the goods. All expenses and commission
fees of the Buyers Bank are to be paid by the Buyers, all expenses and commission fees of other Banks, including correspondent
Banks, are to be paid by the Sellers. The funds due to the Seller from amount of payment are les fees and commissions of the corresponding
Banks and all other banks except for the Buyer’s Bank commissions. The Buyers’ payment obligation is considered fulfilled
since the moment when the payment has entered the above-mentioned Seller’s account.


 


	THE SELLERS:	THE BUYERS:
	/s/ Mr. Alexey Vakulenko	/s/ Dwight Babcock
	Deputy Director for Commerce	Dwight Babcock
	 	CEO IsoRay Medical
	 	 
	 	December 15, 2015



 


 





 



[**] Certain information in this document has been
omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect
to the omitted portions.




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APPENDIX 2


to Contract No. 840/018625142/25/158-15


 


Date of signing: December 07, 2015


 


GENERAL CONDITIONS OF DELIVERY


 


1.Terms of delivery.


1.1.When delivering the goods on terms
under CPT (INCOTERMS 2010) the SELLER shall hand over the goods to the selected carrier, bears the transportation expense (air
freight) to the agreed destination place.


 


1.1.2.The title as well as all the
risks which the goods may be subject to, shall be transferred from the Sellers to the Buyers from the [**].


 


1.1.3.The [**].


 


2.Quality of the Goods.


2.1.The quality of the goods should
meet the contractual technical requirements and should be confirmed by the Quality Certificate issued by the producer of goods.


 


3.Quantity of Goods.


3.1.The quantity of sent goods and
commodities in specified units should be attested by the Shipping Specification drawn up by the producer of goods and commodities
or by the Seller, or by the Certificate of Weight, or by the Packing List depending on the character of goods.


 


4.Terms of Transportation.


4.1.Not later than [**]
prior to the date of delivery the Buyers are obliged to provide shipping instructions to the Sellers, advising them on all
necessary shipping requisites. In case the Buyers fail to send any information in due time without which the shipment of goods
is impossible, they bear all additional expenses arising out of this and all the risks which the goods may be exposed to, starting
from the agreed date of delivery or after the expiry of the agreed time of delivery.


 


5. Notice of Shipment.


5.1.During [**]
after the shipment the Sellers are to notify the Buyers by fax of the following data:


- data of shipment;


- denomination of goods;


- quantity of goods;


- Contract number;


- quality characteristics (Quality Certificate);


- flight and Waybill numbers.


 


 





 



[**] Certain information in this document has been
omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect
to the omitted portions.






    	 	 -6-	 



     


    

 


6.Delivery and Acceptance of Goods.


6.1.The Goods are considered delivered
by the Sellers and accepted by the Buyers:


-in respect of
gross weight and number place - according to the waybill;


-in respect of
net weight and other specified units - according to the Shipping Specifications or Packing List respectively;


-in respect of
quality and quantity - according to Quality Certificate.


 


7.Claims.


7.1 If on the arrival of goods to the
place of destination there is any lack of conformity of their quality to the provisions of the Contract due to circumstances excluding
the responsibility of the Shipper or in case of ascertainment of shortage of goods inside the intact original packing of the producer
of goods, i.e. when there are no traces of penetration to the cargo during transportation, the Buyers have the right to claim on
the Seller.


7.2Claims may be made not later than
[**] from the delivery date. Exception: claims for isotope products which are possessing
half-lives less than 90, must be made not later than [**] from the delivery date.


7.3Claims in respect of quality and
quantity should be accompanied by the Statement drawn up at the place of destination with participation of the Sellers’ representative
or by the Statement of an official control organization of the Buyers’ country.


7.4 The Sellers liable for alteration
in quality of the goods or for shortage of them after risks have passed to the Buyers only in case if they occurred through the
fault of the Sellers. The liability of the Sellers is restricted by the cost of the claimed lot of goods.


7.5In case of delay in delivery of
goods through the Buyers fault the Sellers not bear responsibility for change in quality of goods which occurred because of the
radioactive decay of isotopes.


7.6No claims made for any lot of the
goods may be a reason for the Buyers not to accept the goods, or not to pay for them as far as other deliveries under the present
Contract.


7.7Any case of return shipments effected
by the Buyers must be preliminary agreed upon with the Sellers. If the prior agreement has not been obtained the Seller is not
liable for compensation for the losses suffered by the Buyers.


7.8In case of return of the claimed
goods the Buyers are to deliver the goods in packing which secure safety of goods during transportation.


 


8.Penalties


8.1.In case the Buyer does not send
the payment in the terms stipulated in the Contract the Buyers is to pay the penalty amounted to [**]
for each day of delay but no more than [**] of delivered value.


8.2In case the payment of the Buyer
is not received on the account of the Seller in the terms stipulated in the contract the Seller has the right to demand reimburse
the expenses related to the payment of the penalties imposed on the Seller under the Russian legislation.


8.3The obligation of the defaulting
party to pay the penalty arises upon written demand submitted by the other party. In case of delay in performance the penalty shall
accrue form the due date of due performance the party of its obligation hereunder.


 


 





 



[**] Certain information in
this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.






    	 	 -7-	 



     


    

 


9.Licenses.


9.1.The Sellers are obliged at their
risk and expenses to receive the Export License, and the Buyers - the Import License.


9.2.The Buyers are obliged to inform
the Sellers on the obtaining the License for importation of goods under the present Contract, in case of necessity of such License,
not later than 30 days prior the month of delivery.


 


10.Force-majeure.


9.1.Neither Party shall bear responsibility
for the complete or partial non-performance of any of its obligations (except for failure to pay any sum which has become due under
the provisions hereof), if the non-performance results from such circumstances as flood, fire, earthquake and other acts of God
as well as war, military operations, blockade, acts or actions of state authorities or any other circumstances beyond the Parties
control that have arisen after the conclusion of the contract. In this case the time stipulated for the performance of an obligation
under the contract is extended correspondingly for the period of time of action of these circumstances and their consequences.


10.2.The Party for which the performance
of obligation became impossible shall immediately notify in written form the other Party of the beginning, expected time of duration
and cessation of above circumstances. Certificate of a Chamber of Commerce (Commerce and Industry) or other competent authority
or organization of the respective country shall be a sufficient proof of commencement and cessation of the above circumstances.


 


11.Arbitration.


11.1.All disputes or differences which
may arise out of or in connection with the present Contract (including disputes or differences connected with the non-validity
and the conclusion of the Contract) are to be settled by Arbitration in accordance with the Rules of the Arbitration Institute
of the Chamber of Commerce of Stockholm as are at present in force. The place of Arbitration shall be Stockholm, Sweden. The appointing
authority shall be the Arbitration Institute of the Stockholm Chamber of Commerce.


11.2.The arbitral tribunal shall be
composed of a sole arbitrator, appointed by the Arbitration Institute of the Stockholm Chamber of Commerce.


11.3.The present Contract is governed
by the substantive law of Sweden with the exclusion of the provisions of conflict of laws. The language to be used in the arbitration
proceeding shall be English. The award of the Arbitration is final and binding upon both parties. All expenses with respect to
the Arbitration shall be born by the losing Party except as otherwise set forth by the Arbitration award.


 


12.Other conditions.


12.1.All taxes, duties, fees and other
expenses whatsoever connected with the fulfillment of the Contract in the territory of the Sellers’ country are to be paid
by the Seller and beyond it — at the expenses of the Buyers.


12.2.Neither of the parties is entitled
to transfer its rights and obligations under the Contract to any third party without the written consent of the other Party.


12.3.Any alternations and/or appendices
to the Contract are valid only if they are made out in the written form and signed by the duly authorized representatives of the
Parties.


 






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12.4.Terms and conditions of the Contract,
all appendices and agreements to it shall not be disclosed. The Parties are obliged not to transfer any information on the terms
and conditions of the present Agreement (appendices, addendums) to the third party without the written consent of the other Party
except for the cases stipulated by the legislation of the Sellers’ or Buyers’ country.


12.5.All Appendixes mentioned in the
Contract are its integral parts.


12.6.After the signing of the Contract
all preceding negotiations and correspondence connected with it are out of force.


12.7.Moscow is considered to be the
place of the Contract signing.


12.8.Facsimile signature of the Contract
and all Appendixes and Addendums is permissible.


12.9.The present Contract is signed
in Russian and English, both texts being authentic in duplicate, one original for each party concerned.


 


	THE SELLERS:	THE BUYERS:
	/s/ Mr. Alexey Vakulenko	/s/ Dwight Babcock
	Deputy Director for Commerce	Dwight Babcock
	 	CEO IsoRay Medical
	 	 
	 	December 15, 2015


 




    	 	 -9-	 



     


    

 


APPENDIX 3


to Contract No. 840/08625142/25/158-15


 


Date of signing: December 07, 2015.


 


PRODUCT QUALITY REQUEREMENTS


 


1.Physical form.


1.1.Dried product with solids content of approximately [**]
per shipment.


 


2.Chemical form.


2.1.Any soluble salt of Cesium. There are no requirements
for the determination of the specific chemical composition of the Cesium salt.


 


3.Radiochemical purity.


3.1.Cs isotopes activity ratios per calibration (alert levels):


 


Cs-132/Cs-131: < [**];


Cs-134/Cs-131: < [**];


Cs-136/Cs-131: < [**];


Cs-137/Cs-131: < [**];


 


3.2.Impurities activity ratios per calibration (alert levels):


Ba-131/Cs-131:< [**];


Ba-133/Cs-131:< [**];


La-140/Cs-131:< [**];


Co-60/Cs-131:< [**];


Sb-122/Cs-131:< [**];


Sb-124/Cs-131:< [**];


Au-198/Cs-131:< [**];


Zn-65/Cs-131: < [**];


Ir-192/Cs-131:< [**];


 


Sum of all other gamma emitters: <[**].


 


	THE SELLERS:	THE BUYERS:
	/s/ Mr. Alexey Vakulenko	/s/ Dwight Babcock
	Deputy Director for Commerce	Dwight Babcock
	 	CEO IsoRay Medical
	 	 
	 	December 15, 2015


 


 





 



[**] Certain information in this document has been
omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect
to the omitted portions.






    	 	 -10-